MDU Resources Group, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-3480
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41-0423660
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota 58506-5650
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (701) 530-1000
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Proposal to elect ten directors for one-year terms:
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Thomas Everist
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120,479,339.154
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3,060,874.961
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2,891,422.051
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39,626,081.000
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Karen B. Fagg
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122,355,576.836
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1,252,124.602
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2,823,934.728
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39,626,081.000
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Terry D. Hildestad
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122,507,258.760
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1,135,463.655
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2,788,913.751
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39,626,081.000
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A. Bart Holaday
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122,266,842.030
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1,321,793.665
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2,843,000.471
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39,626,081.000
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Dennis W. Johnson
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121,968,869.591
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1,652,095.934
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2,810,670.641
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39,626,081.000
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Thomas C. Knudson
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122,368,394.562
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1,273,090.696
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2,790,150.908
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39,626,081.000
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Richard H. Lewis
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122,277,398.892
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1,321,498.663
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2,832,738.611
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39,626,081.000
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Patricia L. Moss
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121,315,035.612
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2,303,416.757
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2,813,183.797
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39,626,081.000
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Harry J. Pearce
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120,482,739.921
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3,157,910.079
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2,790,986.166
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39,626,081.000
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John K. Wilson
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117,668,433.717
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5,892,562.744
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2,870,639.705
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39,626,081.000
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Proposal to repeal Article TWELFTH of the Company’s Restated Certificate of Incorporation, which contains provisions relating to business combinations with interested stockholders, and related amendments to Articles THIRTEENTH and FOURTEENTH
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158,256,159.319
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3,130,447.479
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4,671,110.368
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–
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Proposal to repeal Article FIFTEENTH of the Company’s Restated Certificate of Incorporation, which contains supermajority vote requirements for amendments to certain articles of the Company’s Restated Certificate of Incorporation
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157,603,937.743
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3,794,758.364
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4,659,021.059
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–
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Proposal to repeal section (c) of Article THIRTEENTH of the Company’s Restated Certificate of Incorporation, which provides that directors may be removed by stockholders only for cause, and technical amendments to section (a) of Article THIRTEENTH
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156,969,325.022
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4,358,067.779
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4,730,324.365
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–
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2010
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159,358,115.864
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3,142,278.885
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3,557,322.417
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–
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Shares
For
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Shares
Against
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Abstentions
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Broker
Non-Votes
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Stockholder proposal requesting a report on coal combustion waste
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42,504,552.526
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62,403,519.608
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21,523,564.032
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39,626,081.000
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MDU Resources Group, Inc.
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By:
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/s/ Paul K. Sandness
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Paul K. Sandness
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General Counsel and Secretary
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